If, prior to the Coleman Scheduled Expiration Date, Ms. Colemans
employment with the Company is terminated by the Company, and at the time of any such termination Cause does not exist, then, subject to her execution of the Companys then standard separation agreement (modified to reflect terms of the
employment agreement), the Company will provide her with continued payments of her base salary as if she had remained continuously employed through the Expiration Date.
For purposes of Ms. Colemans employment agreement the following definitions apply:
Cause means Ms. Colemans (i) commission of an act of fraud, embezzlement, misappropriation,
willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of
unadjudicated probation for, in each case, any crime involving moral turpitude or any felony.
Ms. Colemans service
as Interim Chief Financial Officer terminated as per the terms of her employment agreement on January 15, 2021.
Chris Wymbs
On March 8, 2019, AMC Networks entered into an employment agreement with Mr. Wymbs (the Wymbs Employment
Agreement). The Wymbs Employment Agreement provides for Mr. Wymbss employment as Chief Accounting Officer of the Company through March 8, 2022 (the Wymbs Scheduled Expiration Date), with a minimum annual base
salary, effective as of March 8, 2019, of $525,000 (subject to annual review and potential increase in the discretion of the Companys Compensation Committee) and an annual target bonus opportunity equal to not less than 60% of his annual
base salary. He will be eligible for our standard benefits programs and retirement plans at the level available to other members of senior management of the Company subject to meeting the relevant eligibility requirements and the terms of the plans.
Mr. Wymbs is eligible to participate in the Companys long-term cash or equity programs and arrangements in
each case on the same basis as similarly situated executives at the Company. Beginning in calendar year 2019, and each year thereafter through the Wymbs Scheduled Expiration Date during which Mr. Wymbs is employed by the Company, Mr. Wymbs
is entitled to receive long-term cash and equity awards with an aggregate value of not less than $600,000.
If, prior to
the Wymbs Scheduled Expiration Date, Mr. Wymbss employment with the Company is terminated by the Company and at the time of any such termination Cause does not exist, then, subject to his execution of the Companys then standard
separation agreement (modified to reflect terms of the employment agreement), which separation agreement will include, without limitation, general releases by him as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to (and not more restrictive than) those set forth in the agreement, the
Company will provide him with the following benefits and rights:
(a) the
payment of an amount in cash equal to not less than one and one-half times the sum of Mr. Wymbss annual base salary and his annual target bonus as in effect at that time; and
(b) the payment of a prorated bonus for the year of termination and, to the
extent termination occurs prior to the payment of an annual bonus for the preceding year, payment of an annual bonus for the preceding year, in each case, if and when other similarly situated employees receive payment of bonuses for such years as
determined by the Companys Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable Company and business-unit performance objectives without adjustment for individual performance).
In connection with any termination of Mr. Wymbss employment, other than as specifically provided above, all equity
or cash incentive grants or awards he may then have outstanding will be treated in accordance with their terms and nothing in the employment agreement is intended to limit any more favorable rights to which Mr. Wymbs is entitled under the terms
of his equity or cash incentive grants or awards, including in event of a termination of employment, a going private transaction (as defined in the award agreements) or a change of control (as defined in the award
agreements).
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